Regency Free to Pursue Monetization of Security Land Asset Tuesday April 22, 5:28 pm ET

JENSEN BEACH, Fla., April 22 /PRNewswire/ -- Regency Affiliates, Inc. (OTC Bulletin Board: RAFI - News) announced today that the Court in the action entitled Gatz et al. v. Ponsoldt, Sr., et al. pending in the Federal District Court for the District of Nebraska, in which Regency is a defendant, denied plaintiffs' motion for a temporary restraining order with respect to a proposed loan to Security Land and Development Company Limited Partnership and held in abeyance plaintiffs' motion for a preliminary injunction with respect to Regency's use of proceeds of such loan.

Regency is a limited partner in Security Land, a Maryland limited partnership that owns a two story office building and connected six story tower that is leased to the General Services Administration of the United States Government through October 2018 and occupied by the Social Security Administration of the United States Government. Regency is also a limited partner in 1500 Woodlawn Limited Partnership, the general partner of Security Land.

Under the terms of the Eighth Amendment to the Security Land partnership agreement, the net proceeds of a "qualified financing" to Security Land would be distributed to Regency and the non-Regency partners on a 50/50 basis, provided that such allocation would result in a minimum distribution to Regency of $39,000,000 (a "qualified financing"). The amendment also provides that, following a qualified financing, Regency will be entitled to (i) 95% of Security Land's distributions of cash flow until it has received $2,000,000 of such distributions, and thereafter 50% of such distributions, (ii) once it has received $2,000,000 of cash flow distributions, a $180,000 annual management fee and (iii) a 50% interest in all other distributions from Security Land. The foregoing percentages are inclusive of Regency's interest as a limited partner in 1500 Woodlawn. The Eighth Amendment, which is being held in escrow pending consummation of a qualified financing, will not become effective if a qualified financing is not consummated on or prior to August 5, 2003.

While there can be no assurance that a qualified financing will be consummated, the general partner of Security Land has informed Regency that it is negotiating the terms of a new loan for the Partnership that would constitute a qualified financing, and that it intends to consummate the qualified financing as soon as possible.

The plaintiffs in the Nebraska action sought a temporary restraining order and preliminary injunction with respect to the proposed qualified financing and Regency's use of the proceeds of the qualified financing following notice that the general partner of Security Land intended to consummate the qualified financing as soon as possible. Regency understands that the plaintiffs intend to proceed with their motion for a preliminary injunction seeking to enjoin Regency from paying certain accrued obligations to Regency's prior and current management and Regency's prior and current controlling shareholders. Plaintiffs were granted permission by the Court to conduct certain depositions within the next 45 days in connection with their continuing pursuit of a preliminary injunction, after which the Court would determine whether to schedule a hearing. Regency intends to oppose any effort by plaintiffs to interfere with Regency's use of proceeds of the proposed qualified financing.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements in this press release may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein which are not statements of historical facts and that address activities, events or developments that Regency or its management expects, believes or anticipates will or may occur in the future shall be deemed to be forward-looking statements. Forward- looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not be anticipated. Future events, actual results of performance, financial or otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Regency undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this press release does not constitute an admission by Regency or any other person that the events or circumstances described in such statement are material.

Source: Regency Affiliates, Inc.

Regency Signs Security Land Partnership Agreement Amendment Tuesday April 8, 6:25 pm ET

JENSEN BEACH, Fla., April 8 /PRNewswire-FirstCall/ -- Regency Affiliates, Inc. (OTC Bulletin Board: RAFI - News) is pleased to announce that it has entered into an amendment to the partnership agreement for Security Land and Development Company Limited Partnership, a Maryland limited partnership that owns a two story office building and connected six story tower that is occupied by the Social Security Administration of the United States Government. The General Services Administration recently agreed to extend the term of its lease for the property through October 2018.

Regency Affiliates is a limited partner in Security Land and a limited partner in 1500 Woodlawn Limited Partnership, the general partner of Security Land. Under the amendment entered into today, the net proceeds of a loan to Security Land will be distributed to Regency and the non-Regency partners on a 50/50 basis, provided that such allocation would result in a minimum distribution to Regency of $39,000,000 (a "qualified financing"). The amendment also provides that, following a qualified financing, Regency will be entitled to (i) 95% of Security Land's distributions of cash flow until it has received $2,000,000 of such distributions, and thereafter 50% of such distributions, (ii) once it has received $2,000,000 of cash flow distributions, a $180,000 annual management fee and (iii) a 50% interest in all other distributions from Security Land. The foregoing percentages are inclusive of Regency's interest as a limited partner in 1500 Woodlawn.

The amendment, which is being held in escrow pending consummation of a qualified financing, will not become effective if a qualified financing is not consummated on or prior to August 5, 2003. Regency's existing rights under the Security Land partnership agreement remain unchanged by the amendment unless and until the amendment becomes effective.

While there can be no assurance that a qualified financing will be consummated, the general partner of Security Land has informed Regency that it is negotiating the terms of a new loan for the Partnership that would constitute a qualified financing, and that it intends to consummate the qualified financing as soon as possible.

Regency is a defendant in an action entitled Gatz et al. v. Ponsoldt, Sr., et al. pending in the Federal District Court for the District of Nebraska. In connection with a motion by the plaintiffs in the action seeking to enjoin the "monetization" of the Security Land asset, an Order was entered upon Regency's agreement to give plaintiffs ten-days' notice of any such monetization. In light of the foregoing, Regency today delivered notice of the prospective qualified financing. Regency intends to oppose any effort by plaintiffs to interfere with the prospective qualified financing.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements in this press release may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein which are not statements of historical facts and that address activities, events or developments that Regency or its management expects, believes or anticipates will or may occur in the future shall be deemed to be forward-looking statements. Forward- looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not be anticipated. Future events, actual results of performance, financial or otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Regency undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this press release does not constitute an admission by Regency or any other person that the events or circumstances described in such statement are material.

Source: Regency Affiliates, Inc.

February 05, 2002 REGENCY AFFILIATES INC (RAFF.OB) form 8-K Item 5. Other Events and Regulation FD Disclosure.

On February 5, 2002, Regency Affiliates, Inc. (the "Corporation") announced the results of the proposals brought before the stockholders at the 2001 Meeting of Stockholders. At such meeting, the stockholders: (i) elected William R. Ponsoldt, Sr., Stephanie Carey, Martin J. Craffey, William R. Ponsoldt, Jr. and Marc H. Baldinger to the board of directors of the Corporation; (ii) approved a one-for-ten reverse stock split of the Corporation's common stock, par value $.40 per share, and a decrease in the par value to $.01 per share of common stock; (iii) rejected the proposal to amend the certificate of incorporation of the Corporation to eliminate shareholders' ability to act by written consent; and (iv) ratified the appointment of Rosenberg Rich Baker Berman & Company as independent public accountants.

The record date for the reverse stock split is February 15, 2002 and the effective date of the reverse stock split is 9 a.m. on February 22, 2002. The new CUSIP number for the common stock will be 758847 30 5. As a result of the reverse stock split, each ten shares of outstanding common stock, par value $.40 per share, will become one post-split share of common stock, par value $.01 per share. In addition, the Corporation shall have 25 million shares of authorized common stock, par value $.01 per share, and approximately 2 million shares of common stock will be issued and outstanding after effectuating the reverse stock split. Each shareholder entitled to fractional shares will instead receive from the Corporation a whole share for the fraction resulting from the effect of the reverse stock split based on the stockholders' aggregate holdings.